These Terms will apply to any contract between e-Quality Learning and You for the provision of the Services to You (Contract). Please read these Terms carefully and make sure that you understand them, before using our website or ordering any training Services from our Website or otherwise. Please note that by using our Services you are agreeing to these Terms. You can accept the Terms by simply using the Service. You understand and agree that e-Quality Learning will treat your use of the Service as acceptance of the Terms from that point onwards. You may not use the Service if you do not accept the Terms.
If you are a User but not a Trainee for the Services you are using, each of the Terms imposing an obligation on you will apply to you. However, you will not have the right to make any claim against E-Quality Learning for breach by us of the Contract.
You should save a copy of these terms to your computer for future reference.
1. CHANGES TO THE TERMS
1.1. e-Quality Learning reserves the right to make changes to the Terms from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the Services. Therefore you must look at the Terms regularly to check for such changes. The modified version of the Terms (Modified Terms) will be posted at http://www.e-qualitylearning.com/terms-and-conditions/ or made available within the Services (for any modified additional terms). If you do not agree to the Modified Terms you must stop using the Service. Your continued use of the Service after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms.
2. DEFINITIONS AND INTERPRETATION
2.1. The definitions and rules of interpretation in the clause apply in these Terms:
Access or Accessing
accessing, using, viewing the content or otherwise obtaining information from our site;
Business Day
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Confidential Information
information that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information;
Intellectual Property Rights
all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rightmoral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Learner
A person who is using the human or digital training Services of e-Quality Learning;
Order
The order is placed by you, an agent, a support worker a government body, a public private or third sector organisation to access the Services
Privacy Policy
The e-Quality Learning privacy policy which can be accessed at http://www.e-qualitylearning.com/privacy-policy/
Services
The training service(s) made available by us to you including human and digital training, the website including all content, materials, data and all other information, the downloadable content including spreadsheets, statistics, documents and all other downloadable content;
Subscription
Details that allows a person to access content not available to the general public via the website without such details including personalised information which allows a person to secure these details;
Terms
The terms and conditions set out in this document;
Training Session
An arrangement between a person and e-Quality Learning to make an e-Quality Learning representative available to a nominated person at a specific date and time;
User
any person or Learner who Accesses the Website to utilise the Services. If you are Accessing the Website as an employee, Learner, agent of a Learner, or support assistant of a Learner User refers to you;
Website
our website at www.e-Qualitylearning.com;
2.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
2.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.8. A reference to writing or written includes faxes and e-mail.
2.9. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
3. FORMATION OF CONTRACT
3.1. The Order constitutes an offer by you to purchase the Services in accordance with these Terms, and the Privacy Policy.
3.2. The Order shall only be deemed to be accepted when a Subscription is provided in writing or when a Training Session has been agreed at which point and on which date the Contract shall come into existence (Commencement Date).
3.3. The Contract shall commence on the Commencement Date and shall remain in force until the Subscription has been terminated in writing by e-Quality Learning or you unless otherwise varied by us or terminated in accordance with these Terms.
3.4. The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
3.5. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in the catalogues or brochures of us, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.6. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. SUPPLY OF SERVICES
4.1. We shall supply the Services to you in accordance with your Order in all material respects.
4.2. We hereby grant each User a limited, non-exclusive, non-sub-licensable and non-transferable licence to Access the content and information available in the Services according to the provisions contained herein, subject always to the payment of the applicable fees and adherence to these Terms.
4.3. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
4.4. You agree that the Contract does not require e-Quality Learning to fulfil any or all Training Sessions that you have as an Order and that it is your responsibility to make contact with us to book your Order.
4.5 You agree that whether you have or have not accessed any of the Services the Contract does not require e-Quality Learning to maintain the Services for future access.
5. YOUR OBLIGATIONS
5.1. You shall:
5.1.1. ensure that the terms of the Order are complete and accurate;
5.1.2. co-operate with us in all matters relating to the Services;
5.1.3. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.4. if any of the information given to us by you when signing up for the Services changes, including changes to your payment details, immediately inform us of all such changes;
5.1.5. agree to be bound by our Cancellation Policy;
5.1.6. when a representative of e-Quality Learning visits a property nominated by you, you shall defend, indemnify and otherwise hold harmless us and our officers, directors, agents, employees, successors and assigns from and against any cause or action or claim, including all professional fees and other costs incurred by us, related to or arising from your own negligent acts and/ or omissions;
5.2. You expressly agree to refrain from carrying out any of the following activities, each of which constitute a Prohibited Activity:
5.2.1. transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to the Website that in any way affects the use of the Website or adversely affects our computers, servers or databases;
5.2.2. permit or provide others Access to the Services or Website using your user name and password or otherwise, or the name and password of another authorised User;
5.2.3. copy, modify or reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, licence, transfer or adapt any of the software, information, text, graphics, source code or HTML code or other content available on the Website;
5.2.4. transfer the Website content to another person; “frame”, “mirror”, “in-line link”, or employ similar navigational technology on the Website content; or “deep link” to the Website content;
5.2.5. violate or attempt to violate our security mechanisms, Access any data or server You are not authorised to Access or otherwise breach the security of the Website or corrupt the Website in any way;
5.2.6. engage in any other conduct in relation to your use of the Website which would violate the laws of England and Wales.
5.2.7. use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Website or us;
5.2.8. use the Website to violate a third party’s Intellectual Property Rights or other rights;
5.2.9. upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s Intellectual Property Rights;
5.2.10. misrepresent your identity or personal information in any email so that the email appears to be generated by us;
5.2.11. post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable or illegal material on the Website;
5.2.12. post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability;
5.2.13. advertise or otherwise solicit funds, goods or Services on the Website; or
5.2.14. provide any commercial hosting service with Access to the Website and/or the content on the Website.
5.3. You agree to defend, indemnify and otherwise hold harmless us and our officers, directors, agents, employees, successors and assigns from and against any cause or action or claim, including all professional fees and other costs incurred by us, related to or arising from the User’s Prohibited Activity or other improper or illegal use of the Website, or breach of these Terms.
5.4. To ensure that Users of the Site do not engage in Prohibited Activities, we reserve the right to monitor use of the Website and reserve the right to revoke or deny Access to the Services to any person or entity whose use of the Services suggests Prohibited Activity. Access of the information available on the Website beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the Services and will result in revocation or denial of Access to the Services. The terms “normal patterns” and “abuse” shall be determined solely by us.
5.5. If the performance by us of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (customer default):
5.5.1. we shall without limiting our other rights or remedies have the right to suspend your Access to the Services until you remedy the customer default, and to rely on the customer default to relieve us from the performance of any of our obligations to the extent the customer default prevents or delays the performance by us of any of our obligations;
5.5.2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the failure or delay of us to perform any of our obligations in accordance with this clause 5.5; and
5.5.3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the customer default.
6. USE OF OUR WEBSITE
6.1. Your use of our site is governed by our Terms.
7. HOW WE USE YOUR PERSONAL INFORMATION
7.1. We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.
8. PRICE OF SERVICES
8.1. The prices of the Services will be as quoted in a formal quotation, pro-forma invoice, national procurement database or individual agreement from time to time and are in British pounds unless specified otherwise.
8.2. Without limiting any other right or remedy, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), we shall have the right to charge interest on the overdue amount at the rate of 6% per annum above the then current base rate of HSBC Bank plc accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.3. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
8.4. Otherwise than in accordance with statutory rights, all payments made by you to us in accordance with these Terms are non-refundable.
8.5. Satisfactory receipt of payment by us is a condition of continued Access to use the Services. We reserve the right to cancel your Access at any time should any payments not be received by us by the Due Date.
9. ACCESS TO SERVICES/MODIFICATION OF CONTENT
9.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 12.2.
9.1.1.An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation power failures, internet failures, system failures, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
9.2. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control If this event impacts delivery of a Training Session the time for performance of our obligations will be extended for three working days.
9.3. We reserve the right, in our sole discretion, to change, modify or discontinue any aspect or feature of the Website and our Service. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on the Website or inclusion within the Service.
9.4. Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and internet service necessary for any of the Services
9.5. You acknowledge and agree that we may be required to alter passwords or other access codes, access numbers or the technical specification associated with the Services for operational reasons.
9.6. We reserve the right to carry out planned or emergency maintenance in respect of the Website and/or the Services and you hereby agree that you shall not have any recourse against us in the event that the Services are not available to you during any such planned or emergency maintenance.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
10.2. Where our software is supplied to a User to enable the User to use the Services, we grant the User a non-exclusive, non-transferable licence to use the software for that purpose only.
10.3. You acknowledge that, in respect of any third party Intellectual Property Rights, the use by you of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
10.4. You agree that you will not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of the software, the Website, media, plain text or kinaesthetic materials contained on the Website.
10.5. You agree that you will not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the processes procedures materials or know-how of the Services.
10.6. All Intellectual Property Rights in the Services and the Website are our exclusive property and you agree to sign any agreement that we require you to sign to ensure that any improvements or other rights in and relating to the Services or Website remain under our absolute ownership.
10.7. You hereby agree that if you submit any solicited or unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, advice, concept, trade secret or know how to us you will forfeit your Intellectual Property Rights and moral rights contained in such communication and material, which you expressly authorise us to use as we see fit.
11. OUR LIABILITY
11.1. Nothing in these Terms limit or exclude our liability for:
11.1.1. death or personal injury caused by our negligence;
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.2. Subject to clause 11.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1. any loss of profits, sales, business, or revenue;
11.2.2. loss or corruption of data, information or software;
11.2.3. loss of business opportunity;
11.2.4. loss of anticipated savings;
11.2.5. loss of goodwill; or
11.2.6. any indirect or consequential loss.
11.3. Subject to clause 11.2 and clause 11.3, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the payments paid by you to us for the provision of the Services in the 30 day period prior to any claim.
11.4. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
12. NO WARRANTIES
12.1. We provide no warranty that your hardware, software, telecommunications equipment and/or internet service is compatible or sufficient to access the Services.
12.2. We have attempted to provide accurate information on the Website and through our Services, we make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assume no responsibility for any errors or omissions therein.
12.3. Each user accesses the Services at their own risk. The Service is provided on an “as is, as available” basis without warranty of any kind other than those implied by statute, and any and all warranties of non-infringement of third parties’ rights are specifically disclaimed. We do not warrant any particular result from use of the Services. We do not warrant that the information within our Services is accurate, complete or complies with any particular law or regulation, or that the operation of and your access to the Service will be uninterrupted, error-free, virus free or completely secure. Your use of the Service is at your sole risk and any content that you download is downloaded at your own discretion and risk and you are solely responsible for any damage to your computer system and for any loss of data that results from the downloading of any such content, including any damages resulting from computer viruses.
13. THIRD PARTY CONTENT
13.1. You acknowledge that we do not pre-screen third party materials. We are not the publisher or author of any information within the Services that is provided by third party content providers, and we are not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and our use of the content constitutes neither an endorsement nor a recommendation by us of the content. We assume no responsibility for third party Services or Services.
13.2. The Services may contain links and references to other third party websites, code and materials. We do not assume any responsibility for these websites or materials and provide these links or materials solely for the convenience of Users. We do not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information thereon. We may disable any hyperlink to the Website. We have the right but no obligation to monitor third party websites and hyperlinks to the Website.
14. TERMINATION
14.1. In addition to our other rights under these Terms, we may terminate the Contract with you without the provision of notice to you if we believe, in our sole discretion, that you have breached or may breach any term or condition of these Terms or are engaged in conduct which we deem inappropriate.
14.2. In the event of termination of these Terms the provisions of the following clauses shall survive in perpetuity: 2, 3, 4, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20.
14.3. Your obligation to pay outstanding payments will survive any termination of these Terms.
15. COMMUNICATIONS BETWEEN US
15.1. When we refer, in these Terms, to "in writing", this will include e-mail.
15.2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your Order.
15.3. If you have to contact us or give notice to us in writing, you should do so by either e-mailing us at info@e-Qualitylearning.com or posting such notice to us by first-class post at our registered office address from time to time.
15.4. Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. OTHER IMPORTANT TERMS
16.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
16.2. You may not transfer your rights or your obligations under these Terms to another person.
16.3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
16.4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.6. If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Services through our Website and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.
16.7. If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.